Transaction is Pro-Competitive and has a Clear Path to Completion
The combined company would enhance competition against larger industry participants with strong balance sheets and an established market presence across multiple segments. Many of these competitors have launched brands focused on the Economy and Midscale segments and are actively marketing to hotel owners in those segments. Large, branded alternatives for hotel owners and guests are already present across the Economy and Midscale segments, including Best Western, Extended Stay America, G6 (Motel 6), Oyo, Red Roof Inn, and Sonesta, which would continue to provide multiple options to both current franchisees or hotel owners considering adopting a brand. Many hotel owners choose to be independent and in fact, independent hotels comprise nearly two-thirds of the Economy segment and close to 40% of the Midscale segment.
Significantly, unlike businesses with centralized pricing, all Choice and Wyndham hotel franchisees have complete autonomy to set their own prices. This consumer-friendly, pro-competitive structure would continue following transaction close. Franchisees, most of whom are small business entrepreneurs, are expected to receive significant benefits from the expanded system size and synergies that a Choice-Wyndham combination would provide. The proposed transaction is expected to lower franchisee costs by increasing direct bookings and create a rewards program on par with the top two global hotel rewards programs. Reducing reliance on third-party distribution channels and increasing rewards member guests has been a proven formula for improving hotel profitability. For these reasons, we were not surprised that many of our and Wyndham’s franchisees have expressed their support for the proposed transaction.
Strong Pro Forma Financial Profile of Combined Company
The proposed transaction combines two complementary hotel franchising companies, accelerating opportunities for sustained long-term growth. The combined company’s asset-light franchising model generates durable and predictable free cash flow that provides financial strength and stability for stakeholders. The combined company’s significant Adjusted EBITDA margin expansion and high free cash flow is expected to support pro-competitive growth investments. On a pro forma synergized basis, the combined company is expected to generate pro forma free cash flow of approximately $1 billion in 2024, which would enable the combined company to rapidly reduce leverage while investing for growth.
Additional materials regarding Choice’s proposal are available on the Company’s investor relations page, investor.choicehotels.com, and at CreateValueWithChoice.com.
Advisors
Moelis & Company LLC and Wells Fargo are serving as financial advisors to Choice and Willkie Farr &
Gallagher LLP is serving as legal advisor.
About Choice Hotels®
Choice Hotels International, Inc. (NYSE: CHH) is one of the leading lodging franchisors in the world. Choice® has nearly 7,500 hotels, representing almost 630,000 rooms, in 46 countries and territories. A diverse portfolio of 22 brands that range from full-service upper upscale properties to midscale, extended stay and economy enables Choice® to meet travelers’ needs in more places and for more occasions while driving more value for franchise owners and shareholders. The award-winning Choice Privileges® loyalty program and co-brand credit card options provide members with a fast and easy way to earn reward nights and personalized perks. For more information, visit www.Choicehotels.com.
Forward-Looking Statements
Information set forth herein includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Certain, but not necessarily all, of such forward-looking statements can be identified by the use of forward-looking terminology, such as “expect,” “estimate,” “believe,” “anticipate,” “should,” “will,” “forecast,” “plan,” “project,” “assume,” or similar words of futurity. All statements other than historical facts are forward-looking statements. These forward-looking statements are based on management’s current beliefs, assumptions and expectations regarding future events, which, in turn, are based on information currently available to management. Such statements include, but are not limited to, the ultimate